Scheme Booklet, page-4

What aree people's thoughts on this component, from p54 of  the Scheme Booklet??

Correct me if I'm wrong, but Part A (ii) looks to essentially gag 'VLA directors' from anything but 'RECOMMEDING' the Scheme..??

Break Fee

Under clause 13 of the Implementation Deed:

(a) Viralytics agrees to pay MSD $5.022 million if, at any time after the entry into the
Implementation Deed and before completion of the Scheme, any of the following occurs:

(i) Viralytics accepts or enters into, or offers to accept or enter into, any agreement,
arrangement or understanding regarding a Competing Transaction (as that term
is defined in the Implementation Deed);

(ii) any Director capable of making a recommendation does not recommend the
Scheme or withdraws or adversely modifies an earlier recommendation or
approves or recommends or makes an announcement in support of a Competing
Transaction or announces an intention to do any of these acts, other than in
specified circumstances where Viralytics is entitled to terminate the Implementation Deed, or because the Independent Expert's Report concludes that the Scheme is not either fair and reasonable or in the best interest of the Target Shareholders;

(iii) a Competing Transaction is announced, made or becomes open for acceptance
before the Second Court Date and, whether before or within three months of the
termination of the Implementation Deed under that Competing Transaction, the
relevant bidder acquires a relevant interest in more than 50% of all the Viralytics
Shares and that Competing Transaction is (or becomes) free from any defeating
conditions, or the relevant bidder acquires all or a substantial part of the assets
of Viralytics, or the relevant bidder otherwise acquires or merges with Viralytics
(including by way of reverse takeover bid); or

(iv) MSD terminates the Implementation Deed because Viralytics is in material breach
of its obligations under the Implementation Deed;

I, myself, am trying to understand why BMS would not as be 'impressed' as MSD (from p46), or more 'impressed' considering the Vervoy/CA21 ''trials' are resulting in 'better' comparable-data than the Keytruda/CA21 trials..?? I've sent VLA an email to that effect, I'll share anything relevant...

5.3 Rationale for MSD’s acquisition of Viralytics

MSD Parent has been impressed with the results of clinical trials and research conducted by
Viralytics to date and believes that, by leveraging MSD Parent's substantial resources and vast
experience in researching and developing immunotherapies, MSD Parent will be able to build on
the results Viralytics has achieved to date (in particular in relation to CAVATAK) with a view to
delivering an innovative breakthrough therapy for the treatment of certain cancers.

ML